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SacOil completes satisfaction of conditions precedent for transaction with Total E&P RDC and Results of General Meeting

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31 Mar 2011

SACOIL HOLDINGS LIMITED

(Formerly SA Mineral Resources Corporation Limited)

(Incorporated in the Republic of South Africa)

(Registration number 1993/000460/06)

Share code: SCL and ISIN: ZAE000127460

("SacOil")

SacOil completes satisfaction of conditions precedent for transaction with Total E&P RDC ("Total")

and

Results of General Meeting

Further to previous announcements, the last of which was made on 4 March 2011, the board of SacOil is pleased to announce that Semliki Energy SPRL ("Semliki"), a 50 per cent subsidiary of SacOil and a company incorporated in the Democratic Republic of the Congo ("DRC"), has successfully completed thesatisfaction of the conditions precedent for the transaction with Total in terms of which Semliki will transferto Total, a 60 per cent interest in the rights and obligations of the Contractant (the "Block III Rights") under the Production Sharing Contract pertaining to Block III, AlbertineGraben in the DRC ("Block III"). The last condition precedent, being the approval of SacOil shareholders ("Shareholders") in general meeting,has now been satisfied.

Shareholders are advised that a general meeting was held on Thursday, 31 March 2011 to consider the ordinary resolutions relating to:

  • the proposed transfer by Semliki of the Block III Rights to Total ("the Transfer");
  • the proposed specific issue of SacOil ordinary shares to the executive directors of SacOil in the event that bonuses due to such directors are settled in whole or in part through the issue of SacOil ordinary shares ("Bonus Issues");
  • the proposed specific issue of 796 577 SacOil ordinary shares at an issue price of R2.16 per SacOil ordinary share to Renaissance BJM Securities (Proprietary) Limited ("Renaissance") in part settlement of the fee due to Renaissance for advisory services rendered in respect of the Transfer ("Specific Issue to Renaissance");
  • the proposed specific issue of SacOil ordinary shares to Renaissance, in the event of Renaissance electing to convert any amount repaid by SacOil under aterm loan facility to raise a maximum of US$30.9 million into SacOil ordinary shares ("Conversion Issue");
  • the proposed grant of 6 394 888 and 5 626 234 call options to Renaissance at R1.45 and R1.48, respectively, which grant shall constitute a specific issue of options for cash by SacOil ("Call Options"); and
  • the proposed implementation of a memorandum of agreement dated 28 February 2011 ("Encha Memorandum of Agreement") with Encha Group Limited ("Encha"), a related party, and a specific issue of SacOil ordinary shares to Encha, in the event of SacOil electing to settle any remuneration due to Encha in terms of the Encha Memorandum of Agreement through the issue of SacOil ordinary shares ("Specific Issue to Encha").

Shareholders are advised that the ordinary resolutions, in relation to the Transfer, the Bonus Issues, the Specific Issue to Renaissance, the Conversion Issue and the Call Options, as detailed above and tabled at the general meeting, were approved by the requisite majority of votes required from Shareholders. An application has been made to the JSE to grant a listing of the 796 577 new SacOil shares, in respect of the Specific Issue to Renaissance, with effect from Monday 4 April 2011.

Shareholders are further advised that the proposed implementation of the Encha Memorandum of Agreement was not approved by the requisite majority of votes required from Shareholders.

Bryanston

31 March 2011

Sponsor

BDO Corporate Finance

Corporate Adviser

Renaissance BJM Securities (Proprietary) Limited

Legal Adviser

Deneys Reitz Inc

Contacts

Tavistock (Public Relations)

Jos Simson/Ed Portman

+44 (0) 20 7429 6666

The Riverbed Agency

Raphala Mogase

+27 (0) 11 783 7903